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MB Financial And Taylor Capital To Merge

The per share merger consideration is currently valued at approximately $22.00 per Taylor Capital share, resulting in an overall transaction value of approximately $680 million, inclusive of stock option, warrant and restricted stock cash-outs. Upon completion of the merger, each share of Taylor Capital common stock and nonvoting preferred stock will be converted into the right to receive (1) 0.64318 shares of MB Financial common stock and (2) $4.08 in cash, representing an aggregate consideration mix of approximately 81% MB Financial stock and 19% cash. The stock portion of the merger consideration is expected to be generally tax-free. Shares of Taylor Capital’s Perpetual Non-Cumulative Preferred Stock, Series A, will be exchanged for shares of MB Financial preferred stock with substantially identical terms. The merger agreement provides that any shares of Taylor Capital’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B, that are not redeemed by Taylor Capital prior to the merger will be redeemed by MB Financial at the time of or promptly after the merger.

The merger is subject to regulatory approvals, approval by MB Financial stockholders, approval by Taylor Capital stockholders and certain other customary closing conditions and is expected to close in the first half of 2014. The merger is expected to be immediately accretive to MB Financial’s annual GAAP and cash EPS.

Taylor Capital President and Chief Executive Officer Mark Hoppe will become President and Chief Executive Officer of MB Financial’s subsidiary bank, MB Financial Bank. Upon completion of the merger, Jennifer W. Steans and C. Bryan Daniels from Taylor Capital’s board of directors will join the MB Financial board.

The definitive agreement was unanimously approved by the boards of directors of MB Financial and Taylor Capital.

J.P. Morgan Securities LLC is acting as financial advisor to MB Financial and Silver, Freedman & Taff LLP is serving as its legal counsel with respect to the transaction. Taylor Capital is being advised by Sandler O’Neill & Partners LP and Barack Ferrazzano Kirschbaum & Nagelberg LLP is acting as its legal counsel.

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